0001354488-12-003649 Sample Contracts

TERMINATION AGREEMENT
Termination Agreement • July 25th, 2012 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This Termination Agreement (this “Termination Agreement”) is entered into by and between Dr. Paul Finnegan (“Consultant”) and Imprimis Pharmaceuticals, Inc. (the “Company”), effective as of May 9, 2012.

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AMENDMENT TO ADVISORY AGREEMENT
Advisory Agreement • July 25th, 2012 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This Amendment to Advisory Agreement (this “Amendment”), dated July 24, 2012 (the “Effective Date”), is entered into by and between Imprimis Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Dr. Robert J. Kammer, an individual (the “Consultant”).

FIRST AMENDED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 25th, 2012 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations

This First Amended Securities Purchase Agreement (this “Amended Agreement”) is dated as of December 31, 2011 (and made effective as of November 21, 2011), between Transdel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and DermaStar International, LLC (the “Purchaser”).

IMPRIMIS PHARMACEUTICALS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 25th, 2012 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of July 24, 2012 (the “Effective Date”), by and between Imprimis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Mark L. Baum (“Executive”), and amends and restates in its entirety that Employment Agreement entered into by and between the Company and Executive, dated as of April 1, 2012 (as amended, the “Existing Agreement"):

CONVERSION AGREEMENT
Conversion Agreement • July 25th, 2012 • Imprimis Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This Conversion Agreement ("Agreement") is dated this 29th of June, 2012 (the “Effective Date”) by and between DermaStar International, LLC, a limited liability company ("DermaStar"), and Imprimis Pharmaceuticals, Inc., a Delaware corporation, (the "Company"). DermaStar and the Company shall individually be referred to as a “Party” and collectively as the “Parties.”

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